Eric W. Hilfers

Partner at Cravath, Swaine & Moore LLP

Eric W. Hilfers

Eric W. Hilfers

Partner at Cravath, Swaine & Moore LLP

Biography

Eric W. Hilfers is a partner and Head of Cravath’s Executive Compensation and Benefits Department. His practice focuses on executive compensation and employee benefit matters faced by the Firm’s clients, principally in connection with mergers and acquisitions and other business transactions.

These representations include the hiring of chief executives and other officers; the design and implementation of compensation programs; the crafting of public disclosures regarding executive pay; and the management of the many legal and regulatory concerns generated by compensation practices, such as securities law, tax, ERISA and financial accounting.

Significant merger and acquisition transactions include representing:

* Pinnacle Foods in its $10.9 billion acquisition by Conagra Brands.

* AXA in its $15.3 billion acquisition of XL Group.

* Disney in its pending $85 billion acquisition of 21st Century Fox.

* Unilever in the $143 billion unsolicited offer from Kraft Heinz to acquire Unilever.

* British American Tobacco in its $97 billion merger with Reynolds American.

* Honeywell International Inc. in its proposal to acquire United Technologies Corporation in a transaction valued at approximately $90 billion.

* Starwood Hotels & Resorts Worldwide, Inc. in its $13.3 billion sale to Marriott International, Inc.

* Weyerhaeuser Company in its $23 billion merger with Plum Creek Timber Company, Inc.

* The Williams Companies, Inc. in its proposed $37.7 billion business combination transaction with Energy Transfer Equity, L.P.

* Cameron International Corporation in its $15 billion sale to Schlumberger Limited.

* AGL Resources Inc. in its $12 billion sale to The Southern Company.

* Precision Castparts Corp. in its $37 billion sale to Berkshire Hathaway Inc.

* Cigna Corporation in its proposed $54.2 billion merger with Anthem, Inc.

* MarkWest Energy Partners, L.P. in its $21 billion merger with MPLX LP.

* Delhaize Group in its $29 billion merger of equals with Royal Ahold N.V.

* Mylan N.V. in its proposal to acquire Perrigo Company plc in a transaction valued at approximately $35 billion.

* H.J. Heinz Company and 3G Capital in Heinz’s $60 billion merger with Kraft Foods Group, Inc. to form The Kraft Heinz Company.

* Rock-Tenn Company in its $16 billion combination with MeadWestvaco Corporation.

* Life Technologies Corporation in its $15.8 billion sale to Thermo Fisher Scientific Inc.

* Johnson & Johnson in its acquisition of Synthes, Inc., a premier global manufacturer of orthopaedic devices, for $19.7 billion.

* Burlington Northern Santa Fe Corporation (“BNSF”) in Berkshire Hathaway, Inc.’s $44 billion acquisition of BNSF, including $10 billion of outstanding BNSF debt.

Mr. Hilfers frequently advises the independent directors, including compensation committees, of public companies such as Citigroup, General Motors, The Bank of New York, MetLife and Wachovia. He recently represented the compensation committee of Merrill Lynch in connection with the separation of its chief executive officer and resulting Congressional investigation over severance practices, its merger with Bank of America and subsequent Attorney General and Congressional investigations. He has also assisted a variety of clients, including Avon, Barnes & Noble and Mylan, in preparing their proxy statement disclosures on executive compensation.

Mr. Hilfers has been recognized as one of the country’s leading practitioners in employee benefits and executive compensation by Chambers USA: America’s Leading Lawyers for Business from 2011 through 2018; The Legal 500 from 2010 through 2018; and The Best Lawyers in America from 2013 through 2019. He was also cited as being one of the top 100 corporate employment attorneys in the country by HR Executive magazine and one of the nation’s top 20 employee benefits lawyers by Lawdragon magazine. Mr. Hilfers recently spoke on a panel entitled “New Rules on Compensation” at the International Bar Association conference, “The Paradigm of Employment Law,” and at the Practising Law Institute’s executive compensation program on “The Effect of Legislative Activism on Compensation Practices.”

Mr. Hilfers is currently a member of the Executive Compensation Task Force of CompensationStandards.com. He is a former member of the Executive Committee of the New York State Bar Association Tax Section and has served as Co-Chair of its Employee Benefits Committee.

Mr. Hilfers was born in Olivia, Minnesota. He received an A.B. from Princeton University in 1995 and a J.D. with honors from the University of Chicago Law School in 1998, where he was a member of the University of Chicago Legal Forum. He joined Cravath in 1998 and became a partner in 2006.

Mr. Hilfers may be reached by phone at +1-212-474-1352 or by email at ehilfers@cravath.com.

Mr. Hilfers is admitted only in New York.

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Partner at Cravath, Swaine & Moore LLP

Relationship likelihood: Strong

Partner at Cravath, Swaine & Moore LLP

Relationship likelihood: Strong

Partner at Cravath, Swaine & Moore LLP

Relationship likelihood: Strong

Partner at Cravath, Swaine & Moore LLP

Relationship likelihood: Strong

Partner at Cravath, Swaine & Moore LLP

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Partner at Cravath, Swaine & Moore LLP

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Partner at Cravath, Swaine & Moore LLP

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Chair, Antitrust Practice at Cravath, Swaine & Moore LLP

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Partner at Cravath, Swaine & Moore LLP

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Senior Attorney at Cravath, Swaine & Moore LLP

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Eric W. Hilfers
Partner at Cravath, Swaine & Moore LLP
Education
JD with Honors
Class of 1998

University of Chicago Law School is the graduate school of law at the University of Chicago. It was founded in 1902 by a coalition of donors led by John D. Rockefeller, and is consistently one of the highest-rated law schools in the United States. The U.S. News & World Report ranks it fourth among U.S. law schools, and it is noted particularly for its influence on the economic analysis of law.

AB
Class of 1995

Princeton University is a vibrant community of scholarship and learning that stands in the nation's service and in the service of all nations. Chartered in 1746, Princeton is the fourth-oldest college in the United States. Princeton is an independent, coeducational, nondenominational institution that provides undergraduate and graduate instruction in the humanities, social sciences, natural sciences and engineering. As a world-renowned research university, Princeton seeks to achieve the highest levels of distinction in the discovery and transmission of knowledge and understanding. At the same time, Princeton is distinctive among research universities in its commitment to undergraduate teaching. Today, more than 1,100 faculty members instruct approximately 5,000 undergraduate students and 2,500 graduate students. The University's generous financial aid program ensures that talented students from all economic backgrounds can afford a Princeton education.

Memberships
Member
Prior

The University of Chicago Legal Forum is a student-edited journal that focuses on a single cutting-edge legal issue every year, presenting an authoritative and timely approach to a particular topic. Each Fall, the Legal Forum hosts a symposium, with the participants then contributing articles for the volume.

Career History
Partner
1998 - Current

Cravath, Swaine & Moore provides legal services in various industries such as: broadcasting, media and entertainment, consumer products, energy, financial institutions, healthcare, industrial and chemicals, professional services, real estate, retail, technology, telecommunications, and transportation. The company was founded in 1819 and is headquartered in New York, NY.

Transactions
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Parker-Hannifin Corporation purchases LORD Corporation

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Occidental Petroleum Corporation purchases Anadarko Petroleum Corporation

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Deutsche Börse AG purchases Axioma, Inc. from TL Ventures, Inc., RK Ventures Group LLC, Salmon River Capital LLC, Nyca Partners LLC

Other Affiliations

Eric W. Hilfers is affiliated with Cravath, Swaine & Moore LLP

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